In this paper, we developed the proximity exposure system with the vertical structure of glass and mask stage to minimize the mask's warp caused by the pull of gravity. This system, which canirradiate the ultra violet through 1440 H 850 and 1330X 1015 exposure area, has the followingcharacteristics. The glass stage can be inclined by 80 degrees at vertical structure to load substrate withsafety on it. When the glass stage is the vertical state, the gap control, alignment control and exposureof ultra violet are executed. So, it enhances the pattern uniformity by minimizing the mask's warp. Theglass stage can also control the gap between the mask and the substrate by the coarse and fine motioncontrol. The mask stage can adjust the posture of photomask to the position of substrate by imageprecessing method. The galss stage for the gap control and the mask stage for the alignment aredesigned independently for each function.